PLANNER PADS ELECTRONIC ORGANIZER AGREEMENT

THIS SUBSCRIPTION AGREEMENT (the "Agreement") is effective as of the first date on which the person or entity agreeing hereto (the “Customer”) indicates its acceptance of the terms of this Agreement by clicking the “I ACCEPT” button and accessing the Service (as defined below) (the “Effective Date”). This Agreement shall be a binding agreement between Customer and Planner Pads Co. ("Planner Pads") (each of Planner Pads and Customer a “Party”, and collectively the “Parties”). This Agreement governs the Parties’ rights and obligations with respect to Customer’s access and use of the Service. Customer acknowledges that it has read this Agreement carefully before accessing or using the Service. By clicking the “I ACCEPT” button below and accessing the Service, Customer agrees to be bound by the terms and conditions set forth herein, as may be updated from time to time by Planner Pads. To the extent Planner Pads makes any material changes to this Agreement, it shall use commercially reasonable efforts to notify and seek Customer’s acceptance of such changes prior to such changes becoming effective as to Customer.

WHEREAS, Planner Pads is the owner of the proprietary electronic organizer computer software program and provides access to such software through a hosted service environment (collectively, the “Service”) to customers through its website, http://www.plannerpads.com (the “Site”); and

WHEREAS, Planner Pads and Customer desire to enter into this Agreement for the licensing of the Service on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1. SERVICE.

1.1 Subject to Customer’s continued compliance with the terms of this Agreement, and in consideration of Planner Pads granting access to Customer to the Service in accordance with the terms hereof and the Usage Fee (as defined below) paid by Customer hereunder, Planner Pads grants to Customer, and Customer hereby accepts, pursuant to the terms and conditions set forth herein, a non-exclusive, non-transferable, non-sublicensable right and subscription to use and access the Service through the Site, solely in connection with the Purpose (as defined below). All features, content, specifications, audio and visual information, documents, software, layout, data, graphics and other products and services contained in or made available to Customer in the course of using the Service, including the Deliverables (as defined below) (collectively, the “Planner Pads Content”), are subject to change without notice to Customer.

1.2 The Service shall be used solely by Customer for its own personal, non-commercial use (the “Purpose”). Except as

expressly authorized herein, Customer shall not (i) alter, modify, or create derivative works from the Service, (ii) reverse engineer the source code of the Service or the underlying software used therein, or (iii) license, sublicense, sell, resell, transfer, assign, distribute, provide access to or otherwise commercially exploit the Service or Planner Pads Content, in whole or in part, to any third party, or otherwise permit any third party to use the Service or any Planner Pads Content, except that Customer may permit its agents, employees or subcontractors to access the Service and Planner Pads Content in accordance with the terms hereof to the extent such agents, employees or subcontractors are acting in support of or on behalf of Customer in connection with Customer’s use of the Service or Planner Pads Content as contemplated hereby.

2. SCOPE OF SUBSCRIPTION RIGHTS. The rights granted by Planner Pads to Customer for the Service are personal to Customer, allow Customer to use and access the Service and any Planner Pads Content generated through the Service, on its own computer or mobile device, and strictly for the Purpose. Except as otherwise provided herein, these subscription rights may not be shared by more than one inpidual or assigned to new users without the consent of Planner Pads, which may be withheld in Planner Pads’ sole and absolute discretion.

3. FEES AND PAYMENT TERMS.

3.1 In consideration for Planner Pads granting access to the Service to Customer, Customer agrees to pay to Planner Pads a non-refundable usage fee in the amount and on the terms listed on the Site at http://plannerpads.com/support/appagreement (the “Usage Fee”).

3.2 Planner Pads may use a third-party intermediary to manage credit card processing, and this intermediary is not permitted to store, retain or use Customer’s billing information except to process Customer’s credit card information for Planner Pads. Planner Pads’ handling of Customer’s personal information shall be in accordance with Planner Pads’ privacy policy, which can be found at http://plannerpads.com/support/privacy-policy (the “Privacy Policy”).

3.3 Unless otherwise set forth at http://plannerpads.com/support/app-agreement the Usage Fee shall be a reoccurring annual fee, due and payable on the effective date of this Agreement and, so long as this Agreement is in effect and the Service is being used by Customer, no later than the first day of the commencement of each annual period thereafter. Planner Pads may deny access to the Service if the Usage Fee is not timely paid. Any amount not paid when due will bear interest at a rate of 1.5% per month on a compounded basis (or, if lower, the maximum rate permitted by applicable law) until such amount is paid. Planner Pads will automatically charge Customer’s credit card for the Usage Fee when due and payable.

3.4 The Usage Fee does not include any taxes, levies, duties or similar governmental assessments, including valueadded, sales, use or withholding taxes assessable by any local, state or federal jurisdiction that may be levied upon the Service or Customer’s use thereof. If taxes should be imposed on any of the foregoing, Customer will pay all such taxes (excluding taxes imposed on or measured by Planner Pads’ income) and hold Planner Pads harmless for the payment of any and all such taxes.

4. REGISTRATION. Prior to Customer being able to access the Service, Customer will be required to register (by setting up an account) for the Service on the Site’s application platform. As part of the registration process, Customer will be required to provide certain information, and create a username and password. Customer shall remain responsible for maintaining the security of its account, including its username and password, and shall not disclose it to any third party except as authorized herein. Planner Pads will not be responsible or liable for any loss or damage caused by Customer’s failure to comply with its security obligation. Customer remains responsible for all activity occurring under its accounts, and shall notify Planner Pads immediately of any unauthorized use of any password or account or any other known or suspected breach of security. To the extent any information collected by Planner Pads through the registration process is considered personally-identifiable information of Customer, Planner Pads will maintain such information in accordance with its Privacy Policy.

5. CUSTOMER DATA. Customer acknowledges and agrees that, in order for Customer to utilize the Service, Customer must input data into the Service via the Site (“Customer Data”). By doing so, Customer is not relinquishing any of its ownership or rights in and to such Customer Data. However, Customer hereby grants to Planner Pads, and Planner Pads hereby accepts, a non-exclusive, sublicensable, perpetual, worldwide license to use, host, reproduce, store and otherwise distribute the Customer Data in any and all ways necessary for Planner Pads to provide to Customer the Service, to generate the Deliverables, and for all other legitimate business purposes of Planner Pads. Customer, not Planner Pads, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of all Customer Data, and Planner Pads shall not be responsible or liable for the deletion, correction, inaccuracy, destruction, damage, loss or failure to store any Customer Data. Planner Pads reserves the right to withhold, remove and/or discard Customer Data without notice. Upon termination, Planner Pads shall have no obligation to maintain or forward any Customer Data to Customer. Customer agrees not to disclose any personally-identifiable information as part of the Customer Data, and if it does, Planner Pads will have no liability to maintain such personal data disclosed as part of the Customer Data in accordance with its Privacy Policy.

6. DELIVERABLES. As part of the Service, Planner Pads may generate certain charts, reports, presentations or other deliverables (collectively, the “Deliverables”). While Planner Pads takes extensive efforts to present accurate and up to date Deliverables, Planner Pads makes no representations or warranties as to the Deliverables, and the parties hereto acknowledge that the Deliverables may be inaccurate, incomplete or out of date. THE DELIVERABLES ARE PROVIDED AS-IS.

7. SERVICE RESTRICTIONS. Customer agrees it will not:

7.1 Rent, lease, license, loan, transfer, assign, sell, copy, sublicense, commercialize, distribute or otherwise use or provide access to the Site, the Service or Planner Pads Content, or the underlying software used therein, in whole or in part, on a temporary or permanent basis, except as expressly permitted by this Agreement;

7.2 Use the Service, the Planner Pads Content, the underlying software used therein, or any portion thereof to create any tool, application or software product;

7.3 Use the Service, PlannerPads Content, or the Site in any unlawful manner whatsoever;

7.4 Remove, alter, cover, obfuscate, or otherwise deface any proprietary notices on the Site or the Planner Pads Content;

7.5 Access the Service by any means other than through the Site;

7.6 Use multiple queries or specially constructed queries in an attempt to extract large datasets or to probe for vulnerabilities;

7.7 Spider, data-mine, scrape, probe or otherwise attempt to abuse the Site or Service; or

7.8 Modify, alter, adapt, copy, decompile, disassemble, reverse engineer, reverse assemble or emulate the functionality, reverse compile, attempt to derive the source code of, reduce to human readable form, or create derivative works of the Service, the Site or the underlying software used therein, in whole or in part.

8. SUPPORT, MAINTENANCE AND UPGRADES.

8.1 Provided Customer is not in breach of this Agreement, and so long as this Agreement is in effect, Planner Pads will provide general support services related to the Service during the hours of 8:00 AM through 5:00 PM, CST, Monday through Friday (not including holidays). This schedule may change from time to time, as determined by Planner Pads in its sole discretion. Planner Pads will use reasonable efforts to notify Customer in advance of any changes to this schedule. General support services will include email communication during the time frame described above. Any support services beyond those described herein, or any support services provided outside of the time frame described above, may be provided by Planner Pads at Planner Pads’ sole and absolute discretion, and upon terms determined by Planner Pads.

8.2 Customer understands and acknowledges that Planner Pads has the right to modify and update (or refrain from modifying and updating) the Site and Service at any time. Updates and improvements provided as part of Planner Pads’ general maintenance services shall be made in Planner Pads’ sole and absolute discretion. Planner Pads shall be under no obligation to provide any updates, improvements or enhancements. All rights, titles and interests to upgrades, enhancements, and special programming shall vest in and belong to Planner Pads. Customer specifically acknowledges that some additional services or upgrades may be developed for the Service, for which Planner Pads may require the payment of additional fees or other terms and conditions in order for Customer to be entitled to use such additional services or upgrades, which services or upgrades shall not be deemed to be part of the Service hereunder absent payment of such fees or compliance with such conditions.

9. BACKUP; DISASTER RECOVERY; SECURITY.

9.1 Subject to Section 15, Planner Pads shall use reasonable commercial efforts to recover and make available to Customer the Site, Service, Planner Pads Content, and Customer Data within forty eight (48) hours of any system failures or data loss at its primary facility.

9.2 Planner Pads shall maintain adequate security precautions to minimize the likelihood of any unauthorized access through the Internet to Customer Data or other data provided by Customer to Planner Pads through the Site or Service, including, among other things, the use of a secure server, protective firewalls and encryption.

10. OWNERSHIP OF INTELLECTUAL PROPERTY.

10.1 Except with respect to the Customer Data, which Planner Pads acknowledges is the property of Customer, Customer acknowledges that Planner Pads is the owner of all right, title and interest in and to all Intellectual Property (as defined below) and all Intellectual Property Rights (as defined below) in the Service, the Site, the Planner Pads Content and the underlying software used therein, in any form whatsoever, including: a) the technology available as part of or embodied in the Service; and b) all content, including but not limited to text, software, music, sound, photographs, video, graphics, plots, typeset formulas, tables, general page layouts, juxtapositions of data or other material contained in the Site or the Planner Pads Content, or otherwise provided as part of theService. Customer acknowledges that the Site, Service, Planner Pads Content, and any other products or services offered by Planner Pads may be protected by United States and international copyrights, patents, trademarks, service marks, trade secrets or other proprietary and intellectual property rights and laws, as applicable. Customer acknowledges that it claims no proprietary rights in any Intellectual Property of Planner Pads, the Site, the Planner Pads Content or the Service, and will be entitled to only such rights as are granted to Customer pursuant to any and all agreements between Planner Pads and Customer. The Site, Planner Pads Content and the Service may be used only in accordance with the terms and conditions of this Agreement. All pending and/or registered trademarks and service marks, and other graphics, logos, and trade names used by Planner Pads in connection with the Site, Planner Pads Content and the Service, and any other products or services offered by Planner Pads (collectively the " Planner Pads Trademarks") are the trademarks of Planner Pads or its content providers. Planner Pads and Customer acknowledge that, in the event of any third party claim that the Site, Planner Pads Content or the Service infringes such third party’s Intellectual Property Rights, Planner Pads will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, subject to this Agreement.

10.2 “Intellectual Property” shall mean all algorithms, application programming interfaces (“APIs”), concepts, copyrights, confidential information, customer and other lists, designs, diagrams, documentation, drawings, files, flow charts, formulae, plots, typeset formulas, tables, general page layouts, juxtapositions of data, discoveries, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), Planner Pads Trademarks, methods, models, network configurations and architectures, notes, patents, plans, presentations, procedures, processes, proposals, protocols, reports, records, schematics, service marks, software code (in any form including source code and executable or object code), specifications, spreadsheets, subroutines, techniques, trademarks, trade names, uniform resource identifiers including uniform resource locators (“URLs”), user interfaces, web sites, works of authorship, and other forms of technology.

10.3 “Intellectual Property Rights” shall mean all past, present, and future rights in and to the Intellectual Property, which may exist or be created under the laws of any jurisdiction in the world, including but not limited to all rights in or relating to patents, registrations, renewals, extensions, combinations, pisions, and reissues of, and applications for, any of the such Intellectual Property.

11. CANCELLATION, TERM AND TERMINATION.

11.1 Term. This Agreement shall become effective as of the Effective Date and shall continue in effect so long as Customer utilizes the Service, unless earlier terminated in accordance herewith (the “Term”).

11.2 Termination. Customer, as the account owner, is responsible for cancelling its account and may cancel the account by submitting a written request for such cancellation to Planner Pads. Planner Pads may require Customer to complete a survey as part of the cancellation process. Once completed, Planner Pads will provide Customer with a telephone number to call in order to request cancellation. Once Customer cancels its account, Planner Pads reserves the right to delete all content related to such account in the normal course of operation. Planner Pads reserves the right to (a) terminate this Agreement at any time for any reason upon 30 days’ advance written notice to Customer; (b) modify or discontinue, temporarily or permanently, the Service (or any part thereof) at any time; and (c) refuse any/all current and future use of the Service, suspend or terminate Customer’s account or any part thereof (or Customer’s use of the Service or Site), and remove and discard any of Customer’s content, including Customer Data, if Customer materially breaches any provision in this Agreement. Planner Pads will use reasonable efforts to contact Customer directly via email to warn Customer prior to suspension or termination of its account.

11.3 Effect of Termination. Upon termination of this Agreement for any reason, Customer shall immediately terminate all use of and access to the Site, Service and any Planner Pads Content, shall refrain from any future use of the same, and shall immediately return or, at Planner Pads’ request, destroy, all Planner Pads Confidential Information in its possession. In the event of a termination by Planner Pads due to Customer’s material uncured breach of this Agreement, Customer shall immediately pay to Planner Pads all amounts that would have otherwise been due and payable by Customer to Planner Pads throughout the remainder of the then current Term of this Agreement, if any.

12. CUSTOMER’S USE OF THE SERVICE, PLANNER PADS CONTENT AND SITE. Customer agrees to use the Service, Planner Pads Content and the Site at its sole risk, and Planner Pads shall have no liability to Customer or any third party for its use of or reliance on the Service, Planner Pads Content, Site or the Customer Data. Customer acknowledges and agrees that Planner Pads is not responsible for examining or evaluating the accuracy, completeness, timeliness, validity, legality, decency, quality or any other aspect of the Customer Data. Planner Pads does not guarantee the availability, accuracy, completeness, reliability or timeliness of any Customer Data or Site Deliverable made available on or through the Site or Service. Planner Pads does not warrant or endorse and does not assume and does not have any liability or responsibility to Customer, or any other person or entity for any use or access of the Service, Planner Pads Content, Site or the Customer Data.

13. REPRESENTATIONS AND WARRANTIES. Customer represents and warrants as follows:

13.1 It has all necessary power and authority to enter into this Agreement, to grant to Planner Pads all of the rights granted hereby and to perform its obligations hereunder;

13.2 This Agreement is and shall remain the valid, legal and binding obligation of Customer, enforceable against it in accordance with its terms, except where enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights or by principles of equity; and

13.3 The execution, delivery and performance of this Agreement does not conflict with or result in a breach of, any agreement, written or oral, to which it is a party or by which it or its property is bound.

14. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL PLANNER PADS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY OF THE LIMITED REMEDIES OF THIS AGREEMENT FAIL TO FULFILL THEIR ESSENTIAL PURPOSE. PLANNER PADS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY BREACH OF SECURITY ON THE SITE, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL PLANNER PADS’ AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT CLAIMED BY CUSTOMER OR ANY THIRD PARTY ARISING FROM CUSTOMER’S USE OR RELIANCE ON THE SITE, SERVICE, CUSTOMER DATA, PLANNER PADS CONTENT OR DELIVERABLES EXCEED PAYMENTS MADE BY CUSTOMER TO PLANNER PADS DURING THE THREE (3) MONTHS PRECEDING THE CLAIM. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

15. NO WARRANTY.

15.1 CUSTOMER RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE SEPARATELY OWNED AND THEREFORE ARE NOT SUBJECT TO THE CONTROL OF PLANNER PADS. CUSTOMER ALSO ACKNOWLEDGES THAT COMPUTER SYSTEMS ARE INHERENTLY UNSTABLE AND MAY MALFUNCTION OR CEASE TO FUNCTION AT ANY TIME WITHOUT WARNING. MALFUNCTION OR CESSATION OF INTERNET SERVICES BY INTERNET SERVICE PROVIDERS OR OF ANY OF THE NETWORKS THAT FORM THE INTERNET MAY MAKE THE SERVICE OR SITE TEMPORARILY OR PERMANENTLY UNAVAILABLE. THE SITE, SERVICE, DELIVERABLES, PLANNER PADS CONTENT, INTELLECTUAL PROPERTY AND ANY RELATED PRODUCTS AND SERVICES ARE SUPPLIED TO CUSTOMER “AS IS.” PLANNER PADS GIVES NO WARRANTIES, EXPRESS OR IMPLIED, RELATED THERETO, EXCEPT AS EXPRESSLY PROVIDED HEREIN. PLANNER PADS DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, PLANNER PADS MAKES NO WARRANTIES THAT (A) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (B) THE SERVICE OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR SITE WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, DELIVERABLES, PLANNER PADS CONTENT, INFORMATION OR OTHER MATERIAL RECEIVED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE, PLANNER PADS CONTENT, DELIVERABLES OR SITE WILL MEET CUSTOMER’S EXPECTATIONS, OR (E) ANY ERRORS IN THE SOFTWARE USED TO OPERATE THE SERVICE AND SITE WILL BE CORRECTED. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR SITE, INCLUDING THE DELIVERABLES, ARE ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, THE SERVICE AND SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PLANNER PADS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. INDEMNITY. Customer agrees to indemnify, defend and hold Planner Pads and its respective affiliates, distributors, resellers, licensors, customers, members, managers, owners, employees, agents, representatives, successors and permitted assigns, harmless from and against any and all third party claims, suits, actions and proceedings and the related damages, costs, liabilities, losses, fines, penalties, and expenses (including, but not limited to, reasonable legal fees) (collectively, "Losses") arising out of, relating to or resulting from (a) the use or access of, or reliance on, the Site, Planner Pads Content or Service by Customer or any other third party whose access to or reliance on such Site, Planner Pads Content or Service is made available, directly or indirectly, by, through or because of Customer, (b) the use or access of the Customer Data by Customer or any other third party whose access to such Customer Data is made available, directly or indirectly, by, through or because of Customer, (c) any negligent or willful act or omission by Customer, or (d) Customer’s breach of this Agreement.

17. CONFIDENTIALITY. During the Term of this Agreement, Planner Pads may provide the Customer with certain confidential and proprietary information (“Confidential Information”). Confidential Information includes, but is not limited to, all code, inventions, techniques, algorithms, know-how and ideas, all business, financial and technical trade secrets, any written information which is marked “Confidential” and any information which is orally disclosed but, by its nature, should be considered confidential. However, “Confidential Information” will not include information that (a) is publicly known at the time of its disclosure or becomes publicly known thereafter through no fault of Customer; (b) is lawfully received by Customer from a third party not under an obligation of confidentiality to Planner Pads, (c) is published or otherwise made known to the public by Planner Pads, or (d) was generated independently by Customer before disclosure by Planner Pads. The Customer will refrain from using Planner Pads’ Confidential Information except to the extent necessary to exercise its rights or perform its obligations under this Agreement. Customer will likewise restrict its disclosure of Planner Pads’ Confidential Information to those who have an absolute need to know such Confidential Information in order for Customer to perform its obligations and enjoy its rights under this Agreement. Such persons will be informed of and will agree to the provisions of this Section 17, and Customer will remain responsible for any unauthorized use or disclosure of the Confidential Information by any such persons.

18. FORCE MAJEURE. Neither Party shall be liable for damages hereunder for a delay or failure in its performance of any obligation under this Agreement as a result of causes beyond its reasonable control, including acts of God, fire, riots, acts of war, terrorism, labor disputes, lockouts, embargoes, insurrection, riots, inability to obtain materials or labor due to governmental acts, rules, regulations or directives, utility or communication interruptions, transportation delays, power failure, computer failure, breakdown of machinery, accidents, fires, floods or other natural disasters (each a “Force Majeure Event”). Upon the giving of prompt written notice

to the other Party of a Force Majeure Event, the time of performance by the Party so affected shall be extended to the extent and for the period that its performance of said obligations is prevented by such cause.

19. GENERAL INFORMATION.

19.1 Customer will be responsible for providing any hardware, devices or applications necessary to access the Site, Service, Planner Pads Content and Customer Data and to otherwise make the Customer Data available to Planner Pads in order to permit it to provide the Service or access the Site.

19.2 This Agreement shall be governed in all respects by the laws of the State of Nebraska, without regard to conflict of law provisions. Customer agrees that any claim or dispute it may have against Planner Pads shall be resolved by a court located in Douglas County, Nebraska. Customer agrees to submit to the personal jurisdiction of the courts located within Douglas County, Nebraska, for the purpose of litigating all such claims or disputes.

19.3 Customer shall not assign, transfer, sublicense or subcontract this Agreement, or any right or obligation under this Agreement, to anyone, including any affiliate or as part of the sale of any portion of its business, or pursuant to any merger,

19.4 The words “or” and “nor” are inclusive and include “and”. “Including” means “including without limitation” and does not limit the preceding words or terms. “It,” when referring to Customer, also means “her” or “him,” as the context requires. The singular shall include the plural and vice versa. References to “Sections shall mean the Sections of this Agreement, unless otherwise expressly indicated. The headings or titles preceding the text of the Sections are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect the meaning, construction or effect of this Agreement.

19.5 This Agreement, along with Planner Pads’ Privacy Policy and its Website Terms and Conditions, constitute the entire agreement of the Parties regarding the subject matter herein and supersede all prior or contemporaneous agreements, understandings or communications between the parties, whether written or oral. This Agreement may not be amended, modified, qualified or otherwise changed or altered except in writing executed by an authorized signatory of each Party hereto.

19.6 No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

19.7 If any provision of this Agreement or the application thereof to any Party or circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. In such event, the Parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision. Any deviation by either Party from the terms and provisions of this Agreement in order to comply with applicable laws, rules or regulations shall not be considered a breach of this Agreement.

19.8 Customer shall comply with all applicable laws, rules and regulations with respect to the performance of its obligations hereunder and otherwise with respect to its access and use of the Site and Service, including all applicable laws regarding the transmission of technical data exported from the United States or the country in which Customer resides.

19.9 The terms that, either expressly survive the termination of this Agreement or by their nature will not fully be performed during the Term of this Agreement, including but not limited to Sections 3.3, 3.4, 5, 10, 11.3, 12, 14-18, 19.2, 19.3, 19.4 and this Section 19.9, shall survive the termination or expiration of this Agreement.

CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS ITS TERMS AND WILL BE BOUND BY THE PROVISIONS CONTAINED HEREIN. CUSTOMER FURTHER ACKNOWLEDGES THAT THIS AGREEMENT MAY NOT BE AMENDED BY CUSTOMER WITHOUT THE EXPRESS WRITTEN CONSENT OF PLANNER PADS.